Northland Development Corporation Act

Definitions

1. In this Act,

“Board” means the board of directors of the Corporation as constituted at the applicable time.

“company” has the meaning ascribed thereto in the Securities Act.

“Corporation” means the corporation continued under section 2 under the name Northland Development Corporation.

“Minister” means the Minister of Northern Development and Mines for the Province of Ontario.

“Ontera” means O.N.Tel. Inc., a corporation under the Canada Business Corporations Act carrying on business as “Ontera”.

“person” has the meaning ascribed thereto in the Securities Act.

“railway” means, unless inconsistent with the context, the railway that the Corporation or the Nipissing Central Railway Company is authorized to construct or operate and includes all branches, extensions, sidings, stations, depots, wharves, rolling stock, equipment, stores, property, real or personal, and works connected therewith and also any railway bridge, tunnel or other structure that the Corporation or the Nipissing Central Railway Company is authorized to construct or operate.

“subsidiary” has the meaning ascribed thereto in the Securities Act.

Corporation continued

2. (1) The body corporate established under The Temiskaming and Northern Ontario Railway Act, 1902, being chapter 9, which was continued under the name Ontario Northland Transportation Commission in English and Commission de transport Ontario Northland in French pursuant to the Ontario Northland Transportation Commission Act, being chapter O.32 of the Revised Statutes of Ontario, 1990, as amended, is continued as a non-share capital corporation under the name “Northland Development Corporation” in English and “[Société de développement du Nord]” in French.

(2) For greater certainty, unless otherwise specifically provided herein, the Corporation possesses all the property, assets, rights and privileges and, subject to section 34, is subject to all the liabilities and contracts of the Ontario Northland Transportation Commission. The railway and branch lines heretofore constructed by the Ontario Northland Transportation Commission or any predecessor and all other works constructed and used in connection therewith, and any other railways and branches, other transportation vehicles and infrastructure and other works and property constructed or acquired by the Ontario Northland Transportation Commission or any predecessor under the authority of the Ontario Northland Transportation Commission Act or any predecessor, are vested in the Corporation for the purposes herein set forth, as well as the shares or other ownership rights of any and all subsidiary companies of the Ontario Northland Transportation Commission, including, without limitation, Ontera and the Nipissing Central Railway Company.

(3) The Corporations Act,, the Corporations Information Act and the Not-for-Profit Corporations Act, 2010, when it comes into force, and, except as expressly provided in subsection 2(4) hereof, the Business Corporations Act do not apply to the Corporation.

(4) Section 118 (disqualification of directors), section 132 (conflict of interest), subsection 134(1) (standard of care) and section 136 (indemnification) of the Business Corporations Act apply, with necessary modifications, to the Corporation and to the members of the Board.

(5) The Corporation is not an agent of Her Majesty within the meaning of the Crown Agency Act, except as specifically provided herein.

(6) The Corporation shall at all times have a head office in Ontario.

Composition

3. The Corporation shall be composed of the members of its Board.

Objects of the Corporation

4. (1) The objects of the Corporation are:

(a) to continue the transportation, telecommunications and development undertakings, activities and services carried on by the Ontario Northland Transportation Commission directly, or indirectly through its subsidiaries, up to the date of this Act coming into force; and

(b) to lead, encourage, contribute to and participate in the integrated and coherent development of Northern Ontario including, without limitation, the James Bay Lowlands of Northern Ontario and the area therein known as the “Ring of Fire” and the development of industry, including in particular the mining industry, in Northern Ontario, all in keeping with the principle of sustainable development, and to finance or assist in the financing of the transportation, telecommunications and utilities infrastructure to service Northern Ontario, the James Bay Lowlands and the area therein known as the “Ring of Fire”, including without limiting the generality of the foregoing:

(i) by providing financial assistance by loan, guarantee or purchase of shares or other securities;

(ii) by providing sites, equipment, premises, facilities and services; and

(iii) by providing technical, business and financial information, advice, training and guidance to persons or organizations, whether or not incidental to the provision of financial assistance.

(2) The Corporation shall carry out its objects without the purpose of gain and shall not use its revenue for any purpose other than to further its objects.

Board of Directors

5. (1) The affairs of the Corporation shall be under the management and control of its Board which shall be composed of up to fifteen (15) individuals appointed to hold office as directors as follows:

(a) the Lieutenant Governor in Council has the right to appoint one (1) individual nominated by the Minister;

(b) the Federation of Northern Ontario Municipalities has the right to appoint one (1) individual;

(c) the Federation of Northwestern Ontario Municipalities has the right to appoint one (1) individual;

(d) the City of Thunder Bay has the right to appoint one (1) individual;

(e) the City of Sault Ste Marie has the right to appoint one (1) individual;

(f) the City of Timmins has the right to appoint one (1) individual;

(g) the City of Sudbury has the right to appoint one (1) individual;

(h) the City of North Bay has the right to appoint one (1) individual;

(i) the Council of Matawa Chiefs has the right to appoint one (1) individual;

(j) the Mushkegowuk Council has the right to appoint one (1) individual;

(k) the Nishnawbe Aski Nation has the right to appoint one (1) individual;

(l) the Anishinabek Nation has the right to appoint one (1) individual;

(m) the Métis Nation of Ontario has the right to appoint one (1) individual; and

(n) the Lieutenant Governor in Council has the right to appoint two (2) individuals nominated by the Minister in consultation with major business users of the Corporation’s transportation, telecommunication, utility and development assets;

and, at any particular time, the Board shall be comprised of such number of the foregoing as are so appointed and continuing in office at the applicable time

Term of office

(2) Each director appointed to the Board in accordance with Section 5(1) hereof shall be appointed to the Board for a term not exceeding three (3) years. It is not necessary that all directors hold office for the same term. If a director is not appointed for an expressly stated term, such director ceases to hold office one year after the date of such director’s appointment, subject to subsection 5(3).

(3) On the expiry of a director’s term, the director shall remain in office until removed, replaced or reappointed in accordance with subsection 5(5).

(4) There shall be no limit on the number of terms for which a director may be appointed or reappointed.

Tenure of office

(5) Each of the directors shall hold office during the pleasure of the person that appointed such director as set out in subsection 5(1) and, upon the death, resignation or removal from office of any director, the person that had appointed such director as set out in subsection 5(1) may appoint another individual to fill the vacancy thereby created.

Quorum and voting

(6) A majority of the directors of the Corporation then in office forms a quorum for meetings of the Board. Decisions of the Board shall be made by a majority vote of the members present. In the case of a tie vote, unless the by-laws otherwise provide, the chair of the meeting of the Board has a casting vote.

By-laws and resolutions

6. (1) The Board may pass by-laws and resolutions regulating its proceedings and generally for the conduct and management of the affairs of the Corporation.

(2) Without limiting the generality of subsection 6(1), the Board may pass by-laws and resolutions to:

(a) appoint officers and assign to them such powers and duties and fix their remuneration as the Board considers appropriate;

(b) make banking arrangements;

(c) incorporate one or more subsidiary companies;

(d) invest in any investment and manage financial risks as the Board considers appropriate; and

(e) effect the orderly transaction of the business of the Corporation.

(3) A written resolution, signed by all the members of the Board entitled to vote on that resolution, has the same effect as if adopted during a meeting of the members of the Board.

(4) If all the directors of the Corporation present at or participating in a meeting of the Board consent, a meeting of the Board may be held by means of any communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in a meeting by such means is deemed to be present at the meeting.

Borrowing powers of the Board

(5) The Board may authorize the Corporation to:

(a) borrow money upon the credit of the Corporation or any of its subsidiary companies;

(b) issue, reissue, sell or pledge debt obligations of the Corporation or any of its subsidiary companies;

(c) give a guarantee on behalf of the Corporation or any of its subsidiary companies to secure performance of an obligation of any person; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation or any of its subsidiary companies, owned or subsequently acquired, to secure any obligation of the Corporation or any of its subsidiary companies.

Chair, vice-chair

(6) The Board may from time to time designate one of the directors to be chair of the Corporation and another one of the directors to be vice-chair of the Corporation.

Committees of the Board

(7) The Board may appoint from among its number one or more committees of the Board, however designated, and may delegate to any such committee any of the powers and duties of the Board, except the Board shall not delegate to any committee the power to:

(a) fill a vacancy in the office of the auditor of the Corporation;

(b) issue debt obligations except in the manner and on the terms authorized by the Board;

(c) approve the audited financial statements of the Corporation; or

(d) adopt, amend or repeal by-laws.

Seal

(8) The Corporation may, but need not, adopt a seal. The seal, if any, may be reproduced by engraving, lithographing, printing or any other method of mechanical reproduction and, when so reproduced, has the same force and effect as if manually affixed.

Remuneration and expenses

(9) The chair, any vice-chair and each of the directors shall receive his or her actual travelling expenses and other disbursements properly incurred in discharging his or her duties, and such salary or other remuneration as the Board or a committee thereof may from time to time direct.

General powers of Corporation

7. The Corporation has the capacity, rights, powers and privileges of a natural person for carrying out its objects, unless expressly limited in this Act.

8. The Corporation has the capacity to carry on its business, conduct its affairs and exercise its powers within Ontario and in any jurisdiction outside Ontario to the extent that the laws of such jurisdiction permit.

Railway and public carrier powers of Corporation

9. The Corporation has in respect of the railway and works, in addition to all the powers, rights, remedies and immunities conferred by this Act, all the powers, rights, remedies and immunities conferred upon any railway company by The Railways Act, being chapter 331 of the Revised Statutes of Ontario, 1950, or by general Act of the Legislature affecting railways for the time being in force, but The Railways Act or any other such Act does not in other respects apply to the railway or is not binding upon the Corporation.

10. The Corporation has all the rights, powers and privileges of the Ontario Northland Transportation Commission heretofore granted under the Ontario Northland Transportation Commission Act, including, without limitation, to:

(a) construct, equip, maintain and operate a line or lines of railway from the present northern terminal of the railway to some point on James Bay or the vicinity thereof;

(b) construct, complete, equip, maintain and operate such spurs and branches from any of the lines of railway of the Corporation as may be considered necessary, and may exercise the like powers with respect to such spurs and branches as it has exercised and may exercise with respect to any such lines;

(c) construct, complete, equip, maintain and operate telephone and telegraph lines and with respect thereto has and shall exercise all the powers that may be exercised by a railway company under The Railways Act, being chapter 331 of the Revised Statutes of Ontario, 1950, or by any general Act of the Legislature affecting railways for the time being in force, or by a telephone or telegraph company incorporated under the general laws of Ontario;

(d) purchase or otherwise acquire motor vehicles and trailers as defined by the Highway Traffic Act, aircraft and lines of buses, coaches, trucks and aircraft, and operate, maintain, control and may manage such vehicles, trailers, aircraft and lines for the purpose of carrying on, upon the highway and elsewhere, the business of a public carrier of passengers and freight;

(e) purchase or otherwise acquire, construct, complete, equip, maintain and operate hotels, tourist resorts, restaurants, boats and vessels and lines of boats and vessels;

(f) purchase or otherwise acquire, construct, complete, equip, maintain or operate such undertakings and provide such services in that part of Ontario that is served by the Corporation, as the Corporation may consider to be for the benefit of travelers therein or residents thereof; and

(g) make financial contributions to or for undertakings or services that are maintained or provided in that part of Ontario which is served by the Corporation for the benefit of travelers therein or residents thereof.

Power houses, roads, mines, docks, etc.

11. The Corporation may purchase land for and erect or construct and maintain and operate power houses, roads, mines, warehouses, elevators, docks, stations, workshops, garages, hangars, airports, air harbours and landing grounds, offices and any other works necessary or advisable in furtherance of its objects.

Erection, maintenance, alteration and repair of buildings, etc.

12. The Corporation may erect or construct and maintain and operate all necessary or convenient buildings, garages, hangars, airports, air harbours and landing grounds, filling stations, stations, depots, wharves and fixtures, and may from time to time alter, repair or enlarge the same, and may purchase and acquire motors, motor vehicles, trailers, aircraft, engines, carriages, wagons and other machinery and contrivances necessary or advisable for the working of the railway, its buses, trucks and aircraft lines and its telecommunication system and for the accommodation and use of the passengers, freight and businesses of the Corporation.

Works for production of electricity

13. The Corporation may construct, maintain and operate works for the production of electricity or other motive power for the railway and for the Corporation’s other objects, and for lighting and heating the rolling stock and other property of the railway and the Corporation, and may from time to time sell or lease any such electricity or other motive power not required for the purposes aforesaid to any person or corporation and may acquire and hold any property necessary for such purposes or necessary or advisable in furtherance of its objects.

Works for transmission of power

14. The Corporation may acquire the right to convey and transmit electric, natural gas or other power required for the working of the railway or any other works of the Corporation, and lighting or heating the same over, through or under land other than the land of the Corporation, and may purchase or otherwise acquire the right to lay conduits and pipelines under, or erect poles or wires on or over, such land as may be determined by the Corporation, and along and upon any of the public highways or across, over or under any of the waters in Ontario, by the erection of the necessary fixtures, including posts, piers or abutments for sustaining the cords or wires for the lines, or the conduits or pipelines for such electricity, natural gas or other power upon and subject to such agreement in respect thereto as shall first be made between the Corporation and any private owners of the land affected or, failing such agreement, subject to the right of expropriation as provided in this Act.

Power to cease undertakings and services

15. The Corporation or any of its subsidiaries may discontinue any of the undertakings or cease to provide any of the services that it or any of its subsidiaries is authorized by this Act to engage in or provide.

Power to acquire and dispose of property

16. The Corporation may purchase or otherwise acquire any real or other property as the Board deems appropriate and may sell, lease or otherwise dispose of all or any part of its undertaking, real property or other property, including any of its subsidiary companies, as the Board may deem appropriate or as may from time to time be found superfluous or unfit for the purposes of the Corporation and may take mortgages or other securities for any unpaid purchase money.

Employees

17. (1) The Corporation may from time to time appoint such employees as the Corporation may consider necessary for the proper conduct of the business of the Corporation, and may prescribe their duties and fix their remuneration.

(2) Employees of the Corporation are not employees of the Crown for any purpose.

(3) The Corporation may engage persons other than those appointed under subsection (1) to provide professional, technical or other assistance to or on behalf of the Corporation and may prescribe their duties and other terms of engagement and provide for payment of the remuneration and expenses of such persons.

Powers of Corporation as to subsidiary companies

18. The Corporation may purchase or otherwise acquire or promote and cause to be incorporated and organized a company or companies under any public or private Act of any province or of Canada for the exercise of all or any of the powers conferred upon the Corporation or in furtherance of its objects, or for the better operation, management or control of its undertaking or any part thereof, and every such company possesses and enjoys all the powers, rights, remedies and immunities conferred by law or by this Act upon the Corporation.

Nipissing Central Railway Company and Ontera

19. (1) The Corporation may, but need not, continue to hold the shares or ownership rights of its subsidiary company, the Nipissing Central Railway Company, and may operate its railway and its undertakings in the same manner and, subject to the agreement, to the same extent as if such railway and undertakings formed part of the Ontario Northland Railway.

(2) The Corporation may, but need not, continue to hold the shares of its subsidiary, Ontera, and may operate its telecommunications systems and its undertakings as authorized in this Act.

Authorization to advance funds to subsidiaries

20. The Corporation may advance to any company, whether by way of debt or equity, purchased or otherwise acquired or caused to be incorporated by the Corporation, such sums as may be required for the obligations and undertakings of such company.

Approval of Lieutenant Governor in Council

21. The location of the lines of railway of the Corporation and of the branches are subject to the approval of the Lieutenant Governor in Council.

Tolls and fares

22. The Corporation may from time to time fix the fares and tolls to be charged for the services it provides.

Exemption from licences

23. The following do not apply to nor are binding upon the Corporation:

(1) Sections 2 to 17 and 27 to 29 of the Public Vehicles Act.

(2) A business licensing by-law, as defined in subsection 1 (1) of the Municipal Act, 2001, for the licensing, regulating and governing of motor or other vehicles involved in the carriage of persons or goods.

(3) A by-law passed under paragraph 11 of subsection 8 (2) of the City of Toronto Act, 2006 for the licensing, regulating and governing of motor or other vehicles involved in the carriage of persons or goods.

Agreement with railway companies

24. (1) The Corporation may enter into an agreement with any railway company to provide and secure such reciprocal running powers, traffic arrangements and other rights over and in respect of the railway of such company and the railway constructed or to be constructed by the Corporation as will afford to such company and to the Corporation reasonable and proper facilities for mutually exercising such running powers, fair and reasonable traffic arrangements and equitable mileage rates between the Corporation and such company.

Agreements to lease railway lines

(2) The Corporation may agree to lease and may lease to any person any of the lines of the railway and any lands, structures and equipment acquired or used in connection therewith.

Motive power

25. The Corporation may operate the railway or any section thereof by electricity or by any other motive power.

Transfer of ungranted Crown lands to Corporation

26. (1) The Lieutenant Governor in Council may by order in council transfer to the Corporation any ungranted land in Ontario that in the opinion of the Board is required for the railway or for convenient and necessary right of way, sidings, yards or stations or for the supply of stone, gravel, earth, sand or water, or for any other purpose or use in connection with the railway or other works of the Corporation or in furtherance of its objects.

Transfer of lands to Corporation for town sites, etc.

(2) The Lieutenant Governor in Council may from time to time by order in council transfer to the Corporation or any subsidiary company for town sites or other works or undertakings of the Corporation portions of the ungranted land of Ontario.

Registration of order making transfer

(3) Registration of a certified copy of any such order in council in the proper land registry office vests in the Corporation the land described in such order in council.

Acquiring other lands for same purpose

(4) The Corporation may for the same purpose from time to time acquire other land so situate by the same means as it is authorized to acquire land for right of way and station grounds, and has all the rights and powers with reference to the acquisition thereof by expropriation or otherwise as it has with reference to the acquisition of land for right of way, but the land acquired for town site shall not exceed 1,000 acres for any one site.

Expropriation powers

27. (1) The Corporation may from time to time, at its option, in lieu of expropriating land under The Railways Act, being chapter 331 of the Revised Statutes of Ontario, 1950, or by general Act of the Legislature affecting railways for the time being in force, expropriate such easements, rights of user and rights of support as is indicated in any notice to be given by the Corporation in that behalf.

(2) In lieu of proceeding in the manner provided by The Railways Act or any other general Act of the Legislature affecting railways, the Corporation may at its option acquire and expropriate any such lands, easements, rights of user and rights of support in the same manner with necessary modifications as is provided in the case of land or property taken by the Crown as represented by the Minister of Infrastructure under the Ministry of Infrastructure Act, 2011, and any claim for compensation for any such lands, easements, rights of user or right of support shall in that case be determined in the manner provided by the Expropriations Act.

Carrying railways over highways

(3) The railway of the Corporation, including any branch lines, spurs or sidings, may be carried along or across existing highways upon leave therefor having been first obtained from the Ontario Municipal Board, and, subject to the Expropriations Act, sections 118 to 128 of The Railways Act apply to any such occupation of existing highways, and to the construction and use of any such railways carried along or across the same and to any application for such leave.

Minerals and mining rights

28. Subject to any general regulation that may be made by the Lieutenant Governor in Council, the Corporation may from time to time sell, lease or otherwise deal with mines, minerals and mining rights upon or under any portion or portions of the right of way, town sites or other lands now vested and hereafter vested in the Corporation.

Dedication of highways not to affect mining rights

29. The laying out, whether by plan or otherwise, or the dedication in any manner of any land within any town site as or for public streets or highways shall not be deemed to revest in the Crown, or to vest in the corporation of the municipality in which the town site is situate, any mines, minerals or mining rights theretofore granted by the Crown to the Corporation or to any other person on or under any such land so laid out or dedicated, but the Corporation or such other grantees of the mines, minerals and mining rights on or under the land so laid out or dedicated have the right from time to time to carry on mining operations on or under such land, or to sell, lease or otherwise deal with the mines, minerals and mining rights on or under such land, subject, however, to the obligation of all parties actually conducting mining operations on or under any such land, whether as owners, lessees or otherwise, to conduct such mining operations in such way as will not interfere with public travel upon such streets and highways.

Conditions precedent to right to carry on mining

30. No such mining operations shall at any time be begun or carried on upon or under any land so laid out or dedicated as public streets or highways until after the person, whether as owner, lessee or otherwise, proposing to carry on such mining operations, has submitted to the council of the municipality in which the streets or highways are situate proper plans of the proposed mining operations with all necessary specifications and details, nor until the plans have been approved in writing by the engineer of the municipality or an engineer appointed by the corporation of the municipality for that purpose, and may thereafter be carried on in strict conformity to the plans and not otherwise.

Application of The Railways Act

31. (1) Sections 285, 287 and 291 to 295 of The Railways Act, in respect of the Corporation and its railway and the works thereof, apply thereto and to persons charged with offences or subject to the penalties therein mentioned in the same manner and to the same extent with necessary modifications as if such sections had been enacted in this Act and formed part thereof.

Powers of constables and conductors

(2) The Corporation may appoint constables, and for the purposes mentioned in The Railways Act every person appointed by the Corporation as a constable, and every conductor of a train of the Corporation carrying passengers has in respect of its duties, all the powers and rights conferred upon railway constables and conductors of passenger trains, respectively, by The Railways Act or by any other general Act affecting such officials for the time being in force, and the provisions of the Public Authorities Protection Act respecting constables with necessary modifications apply to any such constable and conductor.

Authorization to issue bonds as Crown Agent, etc.

32. (1) The Lieutenant Governor in Council may authorize the Corporation at any time and from time to time as an agent of Her Majesty in right of Ontario to borrow money for carrying out its objects and to issue bonds, debentures, notes, or other securities to provide for the repayment of any money so borrowed and such securities may be charged upon and secured by the property, assets, rights, rents and revenues of the Corporation present or future therein described and may be payable at such times and in such manner and at such place or places in Canada or elsewhere and may bear such interest as the Corporation may consider proper.

Additional financing powers

(2) Money borrowed from time to time for carrying out the objects of the Corporation may, without restricting the generality of the power, be used to refund or repay any existing indebtedness or to make repayment on account of advances by the Province of Ontario to the Corporation or to pay any indebtedness that has been guaranteed or assumed by the Corporation.

Guaranteeing bonds

(3) The Lieutenant Governor in Council may authorize the Minister of Finance for and on behalf of Ontario to guarantee the payment of any securities or debt obligations issued by the Corporation.

(4) The form of guaranty and the manner of its execution shall be determined by the Lieutenant Governor in Council.

(5) Every guaranty given or purporting to be given under the authority of subsection (3) is binding upon the Province of Ontario and is not open to question upon any ground whatsoever.

(6) Any debenture, bill or note issued by or temporary loan made to the Corporation, payment of which is guaranteed by Ontario under this section, is valid and binding upon the Corporation and its successors and assigns according to its terms, and the validity of any debenture, bill or note or temporary loan so guaranteed is not open to question upon any ground whatsoever.

Grants, transfer payments

(7) The Crown may provide grants or other transfer payments to the Corporation out of money appropriated for such purposes by the Legislature.

Advances out of Consolidated Revenue Fund

33. The Lieutenant Governor in Council may from time to time authorize the Minister of Finance:

(a) to advance to the Corporation out of the Consolidated Revenue Fund, such sums as may be considered necessary or advisable in furtherance of the objects of the Corporation and all money so advanced shall be duly accounted for by the Corporation; and

(b) to purchase any debentures, bonds, bills, notes or other debt obligation of the Corporation.

Prior liabilities

34. On the date that this Act comes into effect, all advances theretofore made to the Corporation out of the Consolidated Revenue Fund and all other debts and other amounts owing by the Corporation to Her Majesty in Right of Ontario shall be forgiven and forever extinguished.

(2) All liabilities of the Ontario Northland Transportation Commission existing on the date that this Act comes into effect, whether current, contingent, contractual or otherwise, including, without limitation, severance and deemed severance and pension fund obligations to the date that this Act comes into effect, shall remain and continue to be liabilities and obligations of Her Majesty in Right of Ontario and Her Majesty in Right of Ontario shall from time to time pay such liabilities as they become due or shall reimburse the Corporation from time to time for paying same, as the case may be. No such amounts paid or reimbursed by Her Majesty in Right of Ontario shall constitute advances made pursuant to subsection 33(1) hereof or otherwise become debts or other amounts owing by the Corporation to Her Majesty in Right of Ontario.

Special account in books of Ministry

35. An account to be called the Ontario Northland Development Corporation Account shall be kept by the Ministry of all advances out of the Consolidated Revenue Fund made pursuant to subsection 33(1) hereof after the date that this Act comes into effect and of money received from the Corporation in repayment of any such advances or other payments for liabilities incurred by the Corporation after this Act comes into effect.

Accounts to be kept by Corporation

36. The Corporation shall cause books to be provided and kept and true and regular accounts to be entered therein of all sums of money received and paid, and of the several purposes for which the same were received and paid, which books shall at all times be open to the inspection of any director of the Corporation, the Minister and the Minister of Finance and of any person appointed by the Corporation or Treasurer for that purpose and of any other person appointed by the Lieutenant Governor in Council and any of such persons may take copies of or extracts from such books.

Auditor

37. The Board shall appoint an auditor of the Corporation to audit the books, records and accounts of the Corporation and prepare an annual auditor’s statement covering the fiscal year last past.

Fiscal year

38. The Corporation’s fiscal year begins on April 1 in each year and ends on March 31 of the following year.

Annual report

39. (1) The Corporation shall, after the close of each fiscal year of the Corporation, file with the Minister an annual report which shall include the report of its auditor and which shall set forth the operations of the Corporation for the fiscal year then last past and such particulars as may appear to the Corporation to be of public interest or as may be required by the Lieutenant Governor in Council.

Tabling

(2) The Minister shall submit the report to the Lieutenant Governor in Council and shall then lay the report before the Assembly if it is in session or, if not, at the next session.

Limitation of liability

40. (1) No director, officer or employee of the Corporation or any other person acting on behalf of the Corporation is personally liable for anything done or omitted in good faith in the exercise or purported exercise of the powers or duties conferred by this Act.

(2) Subsection (1) does not relieve the Corporation of any liability to which it would otherwise be subject with respect a cause of action arising from any act or omission mentioned in subsection (1).

(3) No action or other civil proceeding shall be commenced against the Crown for any act or omission by a person referred to in subsection (1) or for any act or omission of the Corporation.

(4) Subsection (3) does not apply to a proceeding to enforce against the Crown its obligations under a written contract to which it is a party.

Regulations

41. The Lieutenant Governor in Council may make regulations:

(a) governing such transitional matters as the Lieutenant Governor in Council considers necessary or advisable to facilitate the implementation of this Act;

(b) amending the number of directors to be appointed to the Board and the persons authorized to appoint directors to the Board;

(c) respecting the liability of the Corporation or the Crown for any act or omission of the Corporation or any of its directors, officers, employees or agents;

(d) governing the winding up and dissolution of the Corporation and the transfer of its assets, liabilities, rights and obligations;

(e) prescribing the provisions of the Corporations Act, the Not-For-Profit Corporations Act, 2010, when it comes into force, or the Business Corporations Act that apply to the Corporation and prescribing such modifications of those provisions as the Lieutenant Governor in Council considers necessary or advisable;

(f) respecting any other matter that the Lieutenant Governor in Council considers necessary or advisable to ensure that the Corporation may effectively carry out its objects, powers and duties; and

(g) respecting any other matter that the Lieutenant Governor in Council considers necessary or advisable for the purposes of this Act.

Transitional provisions

42. The following occurs when this Act comes into force:

(a) the members of the Ontario Northland Transportation Commission holding office immediately before subsection 5(1) comes into force form the initial Board;

(b) the individual who was the chair of the Ontario Northland Transportation Commission immediately before subsection 5(6) comes into force is the first chair of the Board;

(c) the officers of the Ontario Northland Transportation Commission immediately before clause 6(2)(a) comes into force are the first officers of the Corporation;

(d) the employees of the Ontario Northland Transportation Commission and of its subsidiary companies immediately before this Act comes into force continue as employees of the Ontario Northland Transportation Commission and of its subsidiary companies, respectively;

(e) the by-laws of the Ontario Northland Transportation Commission in effect immediately before this Act comes into force are the by-laws of the Corporation;

(f) any reference in an agreement, security or instrument to the Ontario Northland Transportation Commission immediately before this Act comes into force has effect as if the reference were to the Corporation;

(g) the Corporation is a party to any agreement, security or instrument to which the Ontario Northland Transportation Commission was a party immediately before this Act comes into force; and

(h) subject to section 34, the Corporation is a party to each ongoing proceeding to which the Ontario Northland Transportation Commission was a party immediately before this Act comes into force.

Royal Assent

43. (1) This Act comes into force on the day it receives Royal Assent.

(2) The Ontario Northland Transportation Commission Act, R. S. O. 1990, chapter O.32, as amended by 1996, c.9, s.29; 1998, c.18, Sched. B, s. 11; 1999, c.12, Sched. O, s.59; 2001, c.23, ss.174, 175; 2002, c.17, Sched. F, Table; 2002, c.18, Sched. P, s.44; 2004, c.17, s.32; 2006, c.19, Sched. Q, s.2; 2006, c.32, Sched. C, s.44 and by 2011, c.9, Sched. 27, s. 35 is repealed.

Short title

44. The short title of this Act is the Northland Development Corporation Act.